EX-4.B
Executed in 7 Parts
Counterpart No. ( )
GOVERNMENT SECURITIES EQUITY TRUST
SERIES 9
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated January , 1996
among Prudential Securities Incorporated, as Depositor, The
Chase Manhattan Bank (National Association), as Trustee, and
Xxxxx S&P Evaluation Services, a division of X.X. Xxxxx Co.,
Inc., as Evaluator, sets forth certain provisions in full and
incorporates other provisions by reference to the document
entitled "Government Securities Equity Trust, Trust Indenture
and Agreement" (the "Basic Agreement") dated May 16, 1989.
Such provisions as are incorporated by reference constitute a
single instrument (the "Indenture").
WITNESSETH THAT :
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, and
the Evaluator agree as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein
incorporated by reference in their entirety and shall be deemed
to be a part of this instrument as fully and to the same extent
as though said provisions had been set forth in full in this
instrument except that the Basic Agreement is hereby amended in
the following manner:
-2-
A. Reference to Standard & Poor's Corporation in its
capacity as Evaluator is replaced by Xxxxx S&P
Evaluation Services, a division of X.X. Xxxxx Co.,
Inc., throughout the Basic Agreement.
B. Reference to Prudential-Bache Securities Inc. in its
capacity as Depositor is replaced by Prudential
Securities Incorporated throughout the Basic
Agreement.
C. Reference to United States Trust Company of New York
in its capacity as Trustee is replaced by The Chase
Manhattan Bank (National Association) throughout the
Basic Agreement.
D. Article I, entitled "Definitions", Section 1.01 shall
be amended to add the following numbered paragraphs
and renumber the succeeding paragraphs accordingly:
"(7) "Deferred Sales Charge" shall mean any
deferred sales charge payable in accordance with the
provisions of Section 3.12 hereof, as set forth in
the Prospectus for a Trust."
"(18) Supplemental Reference Trust Agreement"
shall mean a document pursuant to which Additional
Units are deposited in conection with an increase in
the number of Units initially specified in a
Reference Trust Agreement."
and to insert the following language in paragraph (6)
defining "Contract Securities" after the reference to
Reference Trust Agreement and redesignate the
subsequent clause accordingly:
"(ii) Securities listed in schedules of
Supplemental Reference Trust Agreements"
Renumbered paragraph (9) "Evaluation Time" shall be
amended by replacing "4:15 P.M. New York Time" with
"as of the close of regular trading on the New York
Stock Exchange (ordinarily 4:00 P.M. New York Time)"
and all references to "4:15 p.m." and "4:15 p.m. New
York Time" will be replaced by "the Evaluation Time"
(as defined in Article I, Section 1.01, paragraph
(9)) throughout the Basic Agreement.
Renumbered paragraph (22) defining "Trustee" shall be
amended as follows:
-3-
"Trustee shall mean The Chase Manhattan Bank
(National Association), or any successor trustee
appointed as hereinafter provided."
E. Article II, entitled "Deposit of Securities;
Acceptance of Trust; Issuance of Units; Form of
Certificates" shall be amended as follows:
(i) Section 2.03 Issue of Units shall be amended to
add the following language at the end thereof:
"The number of Units may be increased through a
split of the Units or decreased through a
reverse split thereof, as directed by the
Depositor, on any day on which the Depositor is
the only Unit Holder, which revised number of
Units shall be recorded by the Trustee on its
books."
(ii) Section 2.05 Deposit of Additional Securities
shall be amended by adding the following
sentence after the third sentence:
"The parties hereto agree that a Supplementary
Schedule to the Reference Trust Agreement may be
delivered by telecopier and that such delivery
shall have the same force and effect as the
delivery of an original executed document."
F. Article III, entitled "Administration of Trust" shall
be amended as follows:
(i) The first part of the first sentence of Section
3.01 Initial Costs shall be amended to
substitute the following language before the
phrase "provided, however":
"With respect to the Trust, the cost of the
preparation and printing of the Certificates,
Indenture, Registration Statement and other
documents relating to the Trust, Federal and
State registration fees and costs, the initial
fees and expenses of the Trustee and Evaluator,
legal and auditing expenses and other out-of-
pocket organizational expenses, to the extent
not borne by the Depositor, shall be paid by the
Trust;"
Section 3.01 shall be further amended to add the
following language:
-4-
"To the extent the funds in the Interest and
Principal Accounts of the Trust shall be
insufficient to pay the expenses borne by the
Trust specified in this Section 3.01, the
Trustee shall advance out of its own funds and
cause to be deposited and credited to the
Interest Account such amount as may be required
to permit payment of such expenses. The Trustee
shall be reimbursed for such advance in the
manner provided in Section 3.05 at the rate of
accrual set forth in the next sentence, and the
provisions of Section 6.04 with respect to the
reimbursement of disbursements for Trust
expenses including, without limitation, the lien
in favor of the Trustee therefor, shall apply to
the payment of expenses made pursuant to this
Section. For purposes of calculation of
distributions under Section 3.05 and the
addition provided in clause (4) of Section 5.01,
the expenses borne by the Trust pursuant to this
Section shall be deemed to accrue at a daily
rate over the time period specified for their
amortization provided in the Prospectus;
provided, however, that nothing herein shall be
deemed to prevent, and the Trustee shall be
entitled to, full reimbursement for any advances
made pursuant to this Section no later than the
termination of the Trust; The Depositor will
provide the Trustee with a written estimate of
organizational expenses upon which the Trustee
shall be entitled to rely unless and until a
revised written estimate of such expenses is
delivered to the Trustee by the depositor, in
which event the Trustee shall make appropriate
adjustments to Unit Value and the evaluation of
the Trust pursuant to Section 5.01, and to the
accrual of such expenses of purposes of
calculating distributions."
(ii) Section 3.04 Reserve Account shall be amended by
adding "(a)" at the beginning of the first
sentence and by adding the following paragraph:
"(b) The Trustee also shall be entitled from
time to time to withdraw from the cash on
deposit in the Principal Account such amounts as
it and the Depositor shall jointly deem
necessary to establish a reserve for any
applicable expenses that may be or become
payable out of the Trust. Such amounts so
-5-
withdrawn shall be credited to a separate
account which shall be known as the "Reserve
Expense Account". The Trustee shall not be
required to distribute to the Unit Holders any
of the amounts in the Reserve Expense Account;
provided, however, that if it shall, in its sole
discretion, determine that such amounts are no
longer necessary to reserve for payment of any
applicable expenses, then it shall promptly
deposit such amounts in the account from which
withdrawn or if the Trust shall have terminated
or shall be in the process of termination, the
Trustee shall distribute the same in accordance
with Section 9.03 to each Unit Holder according
to such Holder's interest in the Reserve Expense
Account."
(iii) The last sentence of the second paragraph of
Section 3.05 is amended to add the following
after the word "Date":
"and, if so directed by the Depositor, on one
additional date in December following receipt by
the Trustee of a November or December
distribution on the Fund Shares, such date to be
designated by the Depositor, to Unit Holders of
record on a date designated by the Depositor"
(iv) Section 3.05 shall be further amended to add the
following paragraph after the end thereof: "On
each Deferred Sales Charge payment date set
forth in the prospectus for a Trust, the Trustee
shall pay the account created pursuant to
Section 3.15 the amount of the Deferred Sales
Charge payable on each such date as stated in
the prospectus for a Trust. Such amount shall
be withdrawn from the Principal Account and the
Income Account from the amounts therein
designated for such purpose or otherwise
deducted from such accounts."
(v) Sections 3.06 A(3) and 3.06B(3) shall be amended
by adding the following: "and any Deferred
Sales Charge paid".
(vi) Section 3.08 shall be amended by adding the
following at the end thereof: "In order to pay
the Deferred Sales Charge, the Trustee shall
sell or liquidate such an amount of Securities
at such time and from time to time and in such
-6-
manner as the Depositor shall direct such that
the proceeds of such sale or liquidation shall
be sufficient to pay the amount required to be
paid to the Depositor pursuant to the Deferred
Sales Charge program as set forth in the
prospectus for a Trust."
G. Section 3.12 shall be added as follows:
Section 3.12. Deferred Sales Charge. If the
Reference Trust Agreement and prospectus for a Trust
specifies a Deferred Sales Charge, the Trustee shall,
on the dates specified in and as permitted by the
prospectus, withdraw from the Income Account or from
the Principal Account, as directed by the Depositor,
an amount per Unit specified in the prospectus and
credit such amount to a special, non-Trust account
maintained at the Trustee out of which the Deferred
Sales Charge will be distributed to the Depositor.
If the balances in the Income and Principal Accounts
are insufficient to make any such withdrawal, the
Trustee shall, as directed by the Depositor, either
advance funds in an amount equal to the proposed
withdrawal and be entitled to reimbursement of such
advance upon the deposit of additional monies in the
Income Account or the Principal Account, sell
Securities and credit the proceeds thereof to such
special Depositor's Account or credit Securities in
kind to such special Depositor's Account. Such
directions shall identify the Securities, if any, to
be sold or distributed in kind and shall contain, if
the Trustee is directed by the Depositor to sell a
Security, instructions as to execution of such sales.
If a Unit Holder redeems Units prior to full payment
of the Deferred Sales Charge, the Trustee shall, if
so provided in the Reference Trust Agreement and
prospectus, on the Redemption Date, withhold from the
Redemption Price payment to such Unit Holder an
amount equal to the unpaid portion of the Deferred
Sales Charge as such amount is certified by the
Depositor to the Trustee prior to the Redemption
Date, upon which certification the Trustee shall be
entitled to rely, and distribute such amount to such
special Depositor's Account or, if the Depositor
shall purchase such Unit pursuant to the terms of
Section 5.02 hereof, the Depositor shall pay the
Redemption Price for such Unit less the unpaid
portion of the Deferred Sales Charge. The Depositor
may at any time instruct the Trustee to distribute to
-7-
the Depositor cash or Securities previously credited
to the special Depositor's Account.
H. Article V, entitled "Trust Evaluation; Redemption,
Purchase, Transfer, Interchange or Replacement of
Certificates," Section 5.01 Trust Evaluation shall be
amended as follows:
(i) the second sentence of the first paragraph of
Section 5.01 shall be amended by deleting the
word "and" appearing immediately prior to
subsection (3) of such sentence and inserting
the following at the end of such sentence: ",
and (4) amounts representing organizational
expenses paid less amounts representing accrued
organizational expenses of a Trust."
(ii) The following shall be added at the end of the
first paragraph of Section 5.01:
Until the Depositor has informed the Trustee
that there will be no further deposits of
Additional Securities pursuant to section 2.05,
the Depositor shall provide the Trustee with
written estimates of (i) the total
organizational expenses to be borne by the
Trust pursuant to Section 3.01 and (ii) the
total number of Units to be issued in conneciton
with the initial deposit and all anticipated
deposits of Additional Securities. For purposes
of calculating the value of the Trust and Unit
Value, the Trustee shall treat all such
anticipated expenses as having been paid and all
liabilities therefor as having been incurred,
and all Units as having been issued, in each
case on the date of the Reference Trust
Agreement, and, in connection with each such
calculation, shall take into account a pro rata
portion of such expense and liability based on
the actual number of Units issued as of the date
of such calculation. In the event the Trustee
is informed by the Depositor of a revision in
its estimate of total expenses or total Units
and upon the conclusion of the deposit of
Additional Securities, the Trustee shall base
calculations made thereafter on such revised
estimates or actual expenses, respectively, but
such adjustment shall not affect calculations
made prior thereto and no adjustment shall be
made in respect thereof.
-8-
I. Article VI, entitled "Trustee", Section 6.04
Compensation shall be amended by deleting the
following sentence from the text:
"In the event the proceeds of such sale are
insufficient to pay ordinary expenses of the Trust,
such deficit shall be paid by the distributor of Fund
Shares without right to reimbursement for such
amounts paid"
J. Article IX, entitled "Additional Covenants;
Miscellaneous Provisions", Section 9.03 Termination
shall be amended by adding the words "and any amounts
which the Trustee and Depositor have jointly agreed
to deposit in the Reserve Expense Account" after the
words "other governmental charges" in paragraph
(a)(iii), and by adding the words ", Reserve Expense"
after the word "Reserve" in the paragraph immediately
following paragraph (e)."
* * * * *
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are
hereby agreed to:
(a) The Trust is denominated Government
Securities Equity Trust Series 9.
(b) The term "Fund" shall mean shares ("Fund
Shares") of the Alliance Technology Fund, Inc.
(c) The contracts for the purchase of Treasury
Obligations and Fund Shares listed in Schedule A
hereto are those which, subject to the terms of this
Indenture, have been or are to be deposited in trust
under this Indenture as of the date hereof.
(d) The term "Depositor" shall mean Prudential
Securities Incorporated.
(e) The aggregate number of Units referred to
in Sections 2.03 and 9.01 of the Basic Agreement is
______ as of the date hereof.
-9-
(f) A Unit of the Trust is hereby declared
initially equal to 1/_____th of the Trust.
(g) The term "First Settlement Date" shall mean
______________, 1996.
(h) The terms "Quarterly Computation Date" and
"Quarterly Record Date" shall mean February 1, May 1,
August 1 and November 1.
(i) The term "Quarterly Distribution Date"
shall mean February 15, May 15, August 15 and
November 15.
(j) The term "Termination Date" shall mean
__________________.
(k) The Trustee's Annual Fee shall be: $
(per 100 Units) for 5,000,000 and above units
outstanding; $ (per 100 Units) for 3,000,000 -
4,999,999 units outstanding; $ (per 100 Units)
for 1,500,000 - 2,999,999 units outstanding; $
(per 100 Units) for 1,499,999 and below units
outstanding. In calculating the Trustee's Annual
Fee, the fee applicable to the number of units
outstanding shall apply to all units outstanding.
(l) For purposes of this Series -- Government
Securities Equity Trust Series 9 -- the form of
Certificate set forth in this Indenture shall be
appropriately modified to reflect the title of this
Series and such of the Special Terms and Conditions
of Trust set forth herein as may be appropriate.
(m) The Units of the Trust shall be subject to
a deferred Sales Charge.
[Signatures and acknowledgments on separate pages]